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86-- 101329 CERTIFICATE OF ASSISTANT SECRETARY OF BEVERLY ENTERPRISES - NEBRASKA, INC. I, WANDA M. PATERSON, Assistant Secretary of Beverly Enterprises- Nebraska, Inc., a California corporation, hereby certify that the resolutions set forth below are full, true and correct copies of resolutions duly adopted at a meeting of the Board of Directors of this corporation, held on the 27th day of September , 1984, and that said resolutions have not been modified or revoked and at this date are in full force and effect: WHEREAS, Beverly Enterprises- Nebraska, Inc. ( "BEN ") has been presented with an opportunity to acquire from Med West Health Care Management Corporation, Dean Beebe and Milo Gene Harmon certain nursing homes located in the State of Nebraska (the "Facilities ") by the payment of a proportionate share of an aggregate purchase price of approximately Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00) (the "Purchase Price "); and WHEREAS, the Board of Directors of BEN deems this acquisition to be in the best interest of BEN and its shareholders, and .`urther deems that the Purchase Price is the fair market value of the Facilities; and NOW, THEREFORE, BE IT RESOLVED, that David R. Banks, Robert Van Tuyle, William M. Wright, Charles E. Jordan, David A. Davidson, James A. Brown, and any other officer of BEN, be, and they hereby are, authorized to enter into and consummate the acquisition of the Facilities, for the aforesaid Purchase Price; and BE IT FURTHER RESOLVED, that David R. Banks, Robert Van Tuyle, William M. Wright, Charles E. Jordan, David A. Davidson, James A. Brown, and any other officer of BEN, be, and they hereby are, directed to take any and all actions necessary to acquire the Facilities, including the execution of an Asset Purchase Agreement, and in connection therewith, to execute any and all other documents or instruments which may be required to effect such acquisition; and r w [g i Y